ATM, mutation of which leads to the human autosomal recessive disorder Ataxia-Telangiectasia (A-T), plays a critical role in maintaining genetic stability and preventing cancer formation. ATM is a PI-3 like kinase that functions as a sensor and signal transducer in DNA damage responses. Currently, most of the functional studies of ATM focus on its essential role in the cellular response to ionizing radiation-induced DNA double strand breaks. However, because of the complexity of A-T phenotypes and many of the A-T phenotypes cannot be simply explained by the lack of an optimal DNA damage response, functions of ATM in the absence of DNA damage must be further examined. We have found that ATM was required for the activation of the spindle checkpoint, a process that protects against chromosome missegregation by delaying sister chromatid separation. Our preliminary data demonstrated that ATM was activated during mitosis in the absence of DNA damage. The mitosis-dependent activation of ATM requires functional Aurora-B. Furthermore we found that Aurora-B phosphorylated ATM at Ser1403 both in vitro and in vivo. In depth studies have found that Aurora-B associated with ATM during mitosis and ATM was required for the activity of Bub1. Further we found that ATM phosphorylated Bub1 (at Ser314) and Mad 1(at Ser214). Our general hypothesis in this proposal is that mitotic activation of ATM is governed by Aurora-B and has functional significance in regulation of the spindle checkpoint. Therefore we propose to study the mechanisms of mitotic activation of ATM and to dissect the ATM pathways in the spindle checkpoint. Three specific aims are proposed. Aim 1 will focus on investigate the molecular mechanism of the ATM activation. Aim 2 will study the role of ATM Ser1403 phosphorylation on mitotic progression and the spindle checkpoint. Aim 3 will focus on studying the functional significance of mitotic- dependent ATM phosphorylation of its downstream target. Our long-term goal of this project is to better understand the role of ATM in mitotic cell cycle control as a basis for providing insights into general mechanisms of carcinogenesis, cell growth and cell death. Dissecting the important role of ATM in mitosis may help understand many A-T phenotypes and find a cure for the disease.